INDEMNIFICATION AGREEMENT
Exhibit 10.18
Exhibit H
This Agreement is made as of the [ ] day of [ ] 2010, by and between Ameresco, Inc., a
Delaware corporation (the “Corporation), and [ ] (the “Indemnitee”), an employee director of the
Corporation.
WHEREAS, it is essential to the Corporation to retain and attract as directors the most
capable persons available, and
WHEREAS, the substantial increase in corporate litigation subjects directors to expensive
litigation risks at the same time that the availability of directors’ liability insurance has been
severely limited, and
WHEREAS, it is now and has always been the express policy of the Corporation to indemnify its
directors, and
WHEREAS, the Indemnitee does not regard the protection available under the Corporation’s
Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be
willing to serve or continue to serve as a director without additional protection, and
WHEREAS, the Corporation desires the Indemnitee to serve, or continue to serve, as a director
of the Corporation.
NOW THEREFORE, the Corporation and the Indemnitee do hereby agree as follows:
1. Agreement to Serve. The Indemnitee agrees to serve or continue to serve as a
director of the Corporation for so long as the Indemnitee is duly elected or until such time as the
Indemnitee tenders a resignation in writing or becomes otherwise incapable of serving due to his or
her disability or death.
2. Definitions. As used in this Agreement:
(a) The term “Proceeding” shall include any threatened, pending or completed action, suit,
arbitration, alternative dispute resolution proceeding, administrative hearing or other proceeding,
whether brought by or in the right of the Corporation or otherwise and whether of a civil,
criminal, administrative or investigative nature, and any appeals therefrom.
(b) The term “Corporate Status” shall mean the status of a person who is or was, or has agreed
to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve,
at the request of the Corporation, as a director, officer, fiduciary, partner, trustee, member,
employee or agent of, or in a similar capacity with, another corporation, partnership, joint
venture, trust, limited liability company or other enterprise.
(c) The term “Expenses” shall include, without limitation, attorneys’ fees, retainers, court
costs, transcript costs, fees and expenses of experts, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees and other disbursements or
expenses of the types customarily incurred in connection with investigations,
judicial or
administrative proceedings or appeals, but shall not include the amount of judgments, fines or
penalties against Indemnitee or amounts paid in settlement in connection with such matters.
(d) The term “Change in Control” shall mean :
(1) any merger or consolidation in which (i) the Corporation is a constituent party or (ii) a
subsidiary of the Corporation is a constituent party and the Corporation issues shares of its
capital stock pursuant to such merger or consolidation (except, in the case of both clauses (i) and
(ii) above, any such merger or consolidation involving the Corporation or a subsidiary in which the
shares of capital stock of the Corporation outstanding immediately prior to such merger or
consolidation continue to represent, or are converted into or exchanged for shares of capital stock
that represent, immediately following such merger or consolidation, at least 51% by voting power of
the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or
resulting corporation is a wholly owned subsidiary of another corporation immediately following
such merger or consolidation, of the parent corporation of such surviving or resulting
corporation);
(2) the issuance, sale or transfer, in a single transaction or series of related transactions,
of capital stock representing at least 51% of the voting power of the outstanding capital stock of
the Corporation immediately following such transaction;
(3) the sale of all or substantially all of the assets of the Corporation; or
(4) a change in the composition of the Board of Directors of the Corporation (the “Board”)
that results in the Continuing Directors (as defined below) no longer constituting a majority of
the Board (or, if applicable, the Board of Directors of a successor corporation to the
Corporation), where the term “Continuing Director” means at any date a member of the Board (x) who
was a member of the Board on the date of the initial adoption of the Plan by the Board or (y) who
was nominated or elected subsequent to such date by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose election to the Board was
recommended or endorsed by at least a majority of the directors who were Continuing Directors at
the time of such nomination or election; provided, however, that there shall be excluded from this
clause (y) any individual whose initial assumption of office occurred as a result of an actual or
threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents, by or on behalf of a person other than the Board.
(e) The term “Special Independent Counsel” shall mean a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither currently is, nor in the past five
years has been, retained to represent: (i) the Corporation or the Indemnitee in any matter
material to either such party or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term “Special
Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
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Corporation or the Indemnitee in an action to determine the Indemnitee’s rights under this
Agreement.”
(f) References to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee benefit plan; references
to “serving at the request of the Corporation” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner such person reasonably
believed to be in the interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as
referred to in this Agreement.
3. Indemnity of Indemnitee. Subject to Sections 6, 7 and 9, the Corporation shall
indemnify the Indemnitee in connection with any Proceeding as to which the Indemnitee is, was or is
threatened to be made a party (or is otherwise involved) by reason of the Indemnitee’s Corporate
Status, to the fullest extent permitted by law (as such may be amended from time to time). In
furtherance of the foregoing and without limiting the generality thereof:
(a) Indemnification in Third-Party Proceedings. The Corporation shall indemnify the
Indemnitee in accordance with the provisions of this Section 3(a) if the Indemnitee was or is a
party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a
Proceeding by or in the right of the Corporation to procure a judgment in its favor or a Proceeding
referred to in Section 6 below) by reason of the Indemnitee’s Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith, against all Expenses,
judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or
on behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good
faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal Proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.
(b) Indemnification in Proceedings by or in the Right of the Corporation. The
Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 3(b)
if the Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in
any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason
of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts
paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection
with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the Corporation, except
that, if applicable law so provides, no indemnification shall be made under this Section 3(b) in
respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be
liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses as the Court of Chancery or such other court shall deem proper.
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4. Indemnification of Expenses of Successful Party. Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee has been successful, on the merits
or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein
(other than a Proceeding referred to in Section 6), the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection
therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein
is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i)
the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was
liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an
adjudication that the Indemnitee did not act in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to
believe his or her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof
to have been wholly successful with respect thereto.
5. Indemnification for Expenses of a Witness. To the extent that the Indemnitee is,
by reason of the Indemnitee’s Corporate Status, a witness in any Proceeding to which the Indemnitee
is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by or on behalf of the Indemnitee in connection therewith.
6. Exceptions to Right of Indemnification. Notwithstanding anything to the contrary
in this Agreement, except as set forth in Section 10, the Corporation shall not indemnify the
Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless (a)
the initiation thereof was approved by the Board or (b) the Proceeding was commenced following a
Change in Control. Notwithstanding anything to the contrary in this Agreement, the Corporation
shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of
insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee
and the Indemnitee is subsequently reimbursed from the proceeds of insurance, the Indemnitee shall
promptly refund such indemnification payments to the Corporation to the extent of such insurance
reimbursement.
7. Notification and Defense of Claim. As a condition precedent to the Indemnitee’s
right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as
practicable of any Proceeding for which indemnity will or could be sought. With respect to any
Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the
Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection
with such Proceeding, other than as provided below in this Section 7. The Indemnitee shall have
the right to employ his or her own counsel in connection with such Proceeding, but the fees and
expenses of such counsel incurred after notice from the Corporation of its assumption of the
defense thereof shall be at the expense of the Indemnitee unless (i) the
employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or
position on any significant issue between the Corporation and the Indemnitee in the conduct of the
defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to
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assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for
the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided
by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the
Corporation’s counsel to minimize the cost of defending claims against the Corporation and the
Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to
assume the defense of any claim brought by or in the right of the Corporation or as to which
counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii)
above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for
any amounts paid in settlement of any Proceeding effected without its written consent. The
Corporation shall not settle any Proceeding in any manner that would impose any penalty or
limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor
the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.
8. Advancement of Expenses. Subject to the provisions of Section 9, in the event that
the Corporation does not assume the defense pursuant to Section 7 of any Proceeding of which the
Corporation receives notice under this Agreement, any Expenses actually and reasonably incurred by
or on behalf of the Indemnitee in defending such Proceeding shall be paid by the Corporation in
advance of the final disposition of such Proceeding; provided, however, that the payment of
such Expenses incurred by or on behalf of the Indemnitee in advance of the final disposition of
such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee
to repay all amounts so advanced in the event that it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Agreement.
Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to
make repayment. Any advances and undertakings to repay pursuant to this Section 8 shall be
unsecured and interest-free.
9. Procedures.
(a) In order to obtain indemnification or advancement of Expenses pursuant to this Agreement,
the Indemnitee shall submit to the Corporation a written request, including in such request such
documentation and information as is reasonably available to the Indemnitee and is reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or
advancement of Expenses. Any such indemnification or advancement of Expenses shall be made
promptly, and in any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless the Corporation determines within such 60-day period that the Indemnitee
did not meet the applicable standard of conduct. Such determination, and any determination that
advanced Expenses must be repaid to the Corporation, shall be made as follows:
(x) if a Change in Control shall have occurred, by Special Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to the Indemnitee
(unless the Indemnitee shall request that such determination be made by the Board, in which case
the determination shall be made in the manner provided below in clauses (y)(1) or (y)(2)).
(y) in all other cases, in the discretion of the Board, (1) by a majority vote of the
directors of the Corporation consisting of persons who are not at that time parties to
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the
Proceeding (“disinterested directors”), whether or not a quorum, (2) by a committee of
disinterested directors designated by a majority vote of disinterested directors, whether or not a
quorum, (3) if there are no disinterested directors, or if the disinterested directors so direct,
by independent legal counsel in a written opinion to the Board, or (4) by the stockholders of the
Corporation.
(b) In the event that a Change in Control shall have occurred and the determination of
entitlement to indemnification is to be made by Special Independent Counsel, the Special
Independent Counsel shall be selected as provided in this Section 9(b). The Special Independent
Counsel shall be selected by the Indemnitee, unless the Indemnitee shall request that such
selection be made by the Board. The party making the determination shall give written notice to
the other party advising it of the identity of the Special Independent Counsel so selected. The
party receiving such notice may, within seven days after such written notice of selection shall
have been given, deliver to the other party a written objection to such selection. Such objection
may be asserted only on the ground that the Special Independent Counsel so selected does not meet
the requirements of “Special Independent Counsel” as defined in Section 2, and the objection shall
set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Special Independent Counsel. If a written objection
is made, the Special Independent Counsel so selected may not serve as Special Independent Counsel
unless and until a court has determined that such objection is without merit. If, within 20 days
after submission by the Indemnitee of a written request for indemnification, no Special Independent
Counsel shall have been selected or if selected, shall have been objected to, in accordance with
this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the
State of Delaware or other court of competent jurisdiction for resolution of any objection which
shall have been made by the Corporation or the Indemnitee to the other’s selection of Special
Independent Counsel and/or for the appointment as Special Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the person with respect to
whom an objection is favorably resolved or the person so appointed shall act as Special Independent
Counsel. The Corporation shall pay the reasonable and necessary fees and expenses of Special
Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall
pay any and all reasonable and necessary fees and expenses incident to the procedures of this
paragraph, regardless of the manner in which such Special Independent Counsel was selected or
appointed. Upon the due commencement of any judicial proceeding pursuant to Section 10 of this
Agreement, any Special Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).
(c) The termination of any Proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
(d) The Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation
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or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to
the Indemnitee and reasonably necessary to such determination. Any Expenses actually and
reasonably incurred by the Indemnitee in so cooperating shall be borne by the Corporation
(irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the
Corporation hereby indemnifies the Indemnitee therefrom.
10. Remedies. The right to indemnification or advancement of Expenses as provided by
this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction if the
Corporation denies such request, in whole or in part, or if no disposition thereof is made within
the applicable period referred to in Section 9. Unless otherwise required by law, the burden of
proving that indemnification or advancement of Expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Corporation that the Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the Indemnitee has not met the applicable standard of
conduct. The Indemnitee’s Expenses actually and reasonably incurred in connection with
successfully establishing the Indemnitee’s right to indemnification, in whole or in part, in any
such Proceeding shall also be indemnified by the Corporation.
11. Partial Indemnification. If the Indemnitee is entitled under any provision of
this Agreement to indemnification by the Corporation for some or a portion of the Expenses,
judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on
behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such
Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is
entitled.
12. Subrogation. In the event of any payment under this Agreement, the Corporation
shall be subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights.
13. Term of Agreement. This Agreement shall continue until and terminate upon the
later of (a) six years after the date that the Indemnitee shall have ceased to serve as a director
or officer of the Corporation or, at the request of the Corporation, as a director, officer,
partner, trustee, member, employee or agent of another corporation, partnership, joint venture,
trust, limited liability company or other enterprise or (b) the final termination of all
Proceedings pending on the date set forth in clause (a) in respect of which the Indemnitee is
granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding commenced by the
Indemnitee pursuant to Section 10 of this Agreement relating thereto.
14. Indemnification Hereunder Not Exclusive. The indemnification and advancement of
Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the
Indemnitee may be entitled under the Corporation’s Certificate of Incorporation, the Corporation’s
By-Laws, any other agreement, any vote of stockholders or disinterested directors,
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the General
Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action
in the Indemnitee’s official capacity and as to action in another capacity while holding office for
the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation
from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee
against any expense, liability or loss incurred by it or the Indemnitee in any such capacity, or
arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified
against such expense, liability or loss under this Agreement; provided that the Corporation shall
not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder
if and to the extent that the Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
15. No Special Rights. Nothing herein shall confer upon the Indemnitee any right to
continue to serve as an officer or director of the Corporation for any period of time or at any
particular rate of compensation.
16. Savings Clause. If this Agreement or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify the Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement
with respect to any Proceeding to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated and to the fullest extent permitted by applicable
law.
17. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute the original.
18. Successors and Assigns. This Agreement shall be binding upon the Corporation and
its successors and assigns and shall inure to the benefit of the estate, heirs, executors,
administrators and personal representatives of the Indemnitee.
19. Headings. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.
20. Modification and Waiver. This Agreement may be amended from time to time to
reflect changes in Delaware law or for other reasons. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall any such waiver constitute a continuing waiver.
21. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been given (i) when delivered by hand or (ii) if mailed
by certified or registered mail with postage prepaid, on the third day after the date on which it
is so mailed:
(a) if to the Indemnitee, to: [ ]
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(b) if to the Corporation, to: Ameresco, Inc.
000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: General Counsel
Phone: (000) 000-0000
or to such other address as may have been furnished to the Indemnitee by the Corporation or to the
Corporation by the Indemnitee, as the case may be.
22. Applicable Law. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware. The Indemnitee may elect to have the right
to indemnification or reimbursement or advancement of Expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in
effect at the time such indemnification or reimbursement or advancement of Expenses is sought.
Such election shall be made, by a notice in writing to the Corporation, at the time indemnification
or reimbursement or advancement of Expenses is sought; provided, however, that if
no such notice is given, and if the General Corporation Law of Delaware is amended, or other
Delaware law is enacted, to permit further indemnification of the directors and officers, then the
Indemnitee shall be indemnified to the fullest extent permitted under the General Corporation Law,
as so amended, or by such other Delaware law, as so enacted.
23. Enforcement. The Corporation expressly confirms and agrees that it has entered
into this Agreement in order to induce the Indemnitee to continue to serve as a director of the
Corporation, and acknowledges that the Indemnitee is relying upon this Agreement in continuing in
such capacity.
24. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supercedes all prior agreements,
whether oral or written, by any officer, employee or representative of any party hereto in respect
of the subject matter contained herein; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and cancelled. For avoidance of doubt,
the parties confirm that the foregoing does not apply to or limit the Indemnitee’s rights under
Delaware law or the Corporation’s Certificate of Incorporation or the Corporation’s By-Laws.
25. Consent to Suit. In the case of any dispute under or in connection with this
Agreement, the Indemnitee may only bring suit against the Corporation in the Court of Chancery of
the State of Delaware. The Indemnitee hereby consents to the exclusive jurisdiction and
venue of the courts of the State of Delaware, and the Indemnitee hereby waives any claim the
Indemnitee may have at any time as to forum non conveniens with respect to such venue. The
Corporation shall have the right to institute any legal action arising out of or relating to this
Agreement in any court of competent jurisdiction. Any judgment entered against either of the
parties in any proceeding hereunder may be entered and enforced by any court of competent
jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.
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By:
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| Name: | Name: | |||||||||||||
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| INDEMNITEE: | ||||||||||||||
